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Full Doc
 | 2003 |
Letter Agreement Re: Non-Employee Director Change in Control Agreement
Letter Agreement Re: Non-Employee Director Change in Control Agreement (7K)
Doc #165318: Click preview link for longer preview.
[ACLARA BioSciences, Inc. Letterhead]
[Date], 2003
[Director Name]
[Address]
Re:
Non-Employee Director Change in Control Agreement
Dear Mr/s. ____________:
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous service of the Companys non-employee directors. In this regard, the Companys Board of Directors (the Board) has decided to reinforce and encourage the continued attention and dedication of non-employee members of the Board, including yourself, to their duties without the distraction arising from the possibility of a change in control of the Company.
The Company hereby agrees that after this letter agreement (this Agreement) has been fully executed, you shall receive the benefits set forth in this Agreement in the event of a Hostile Takeover (as defined below) or a Change in Control (as defined below).
1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2003; provided, however, that commencing on January 1, 2004 and on each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company shall have given you notice that it does not wish to extend this Agreement.
2. Change in Control/Hostile Takeover. You shall receive no benefits under this Agreement unless there has been a Change in Control or a Hostile Takeover.
165318
|
ACLARA
As referenced in this Letter Agreement Re: Non-Employee Director Change in Control Agreement:
[ACLARA BioSciences, Inc. –
Form of Change of Control Agreement between ACLARA BioSciences
EX-10.43 5 dex1043.htm FORM OF CHANGE OF CONTROL AGREEMENT BETWEEN ACLARA BIOSCIENCES
EXHIBIT 10.43
[ACLARA BioSciences, Inc. Letterhead]
[Date], 2003
[Director Name]
[Address]
Re:
Non-Employee Director Change in Control Agreement
Dear Mr/s. ____________:
ACLARA BioSciences, Inc. (the Company) considers it essential to the best
_____________
ACLARA BioSciences, Inc. – OF CONTROL AGREEMENT BETWEEN ACLARA BIOSCIENCES
EXHIBIT 10.43
[ACLARA BioSciences, Inc. Letterhead]
[Date], 2003
[Director Name]
[Address]
Re:
Non-Employee Director Change in Control Agreement
Dear Mr/s. ____________:
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous service of the Companys non-employee directors. In this regard, the Companys Board
_____________
ACLARA BIOSCIENCES, INC. – our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which shall then constitute our agreement on this subject.
Sincerely,
ACLARA BIOSCIENCES, INC.
By:
Its:
Agreed and Accepted,
this ____ day of ________, 2003.
[Director Name]
_____________
dt 1453644
;
|
ACLARA
As referenced in this Letter Agreement Re: Non-Employee Director Change in Control Agreement:
[ACLARA BioSciences, Inc. –
Form of Change of Control Agreement between ACLARA BioSciences
EX-10.43 5 dex1043.htm FORM OF CHANGE OF CONTROL AGREEMENT BETWEEN ACLARA BIOSCIENCES
EXHIBIT 10.43
[ACLARA BioSciences, Inc. Letterhead]
[Date], 2003
[Director Name]
[Address]
Re:
Non-Employee Director Change in Control Agreement
Dear Mr/s. ____________:
ACLARA BioSciences, Inc. (the Company) considers it essential to the best
_____________
ACLARA BioSciences, Inc. – OF CONTROL AGREEMENT BETWEEN ACLARA BIOSCIENCES
EXHIBIT 10.43
[ACLARA BioSciences, Inc. Letterhead]
[Date], 2003
[Director Name]
[Address]
Re:
Non-Employee Director Change in Control Agreement
Dear Mr/s. ____________:
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous service of the Companys non-employee directors. In this regard, the Companys Board
_____________
ACLARA BIOSCIENCES, INC. – our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which shall then constitute our agreement on this subject.
Sincerely,
ACLARA BIOSCIENCES, INC.
By:
Its:
Agreed and Accepted,
this ____ day of ________, 2003.
[Director Name]
_____________
dt 1463879
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (35K)
Doc #166260: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and Allen J. Lauer, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166260
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.11
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Allen J. Lauer, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Allen J. Lauer
By:
Arthur W. Homan
Allen J. Lauer
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1458475
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.11
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Allen J. Lauer, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Allen J. Lauer
By:
Arthur W. Homan
Allen J. Lauer
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1321947
;
| Allen J. Lauer
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (37K)
Doc #166261: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and G. Edward McClammy, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166261
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.12
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and G. Edward McClammy, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ G. Edward McClammy
By:
Arthur W. Homan
G. Edward McClammy
Title:
Vice President, General Counsel and Secretary
12
AMENDMENT TO
AMENDED AND RESTATED
_____________
VARIAN, INC. – AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Amendment) is entered into effective as of May 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and G. Edward McClammy, an employee of the Company (Employee), in connection with the Amended and Restated Change in Control Agreement (Agreement) entered
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Amendment and have executed this Amendment to be effective as of May 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ G. Edward McClammy
By:
Arthur W. Homan
G. Edward McClammy
Title:
Vice President, General Counsel and Secretary
13
_____________
dt 1458476
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.12
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and G. Edward McClammy, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ G. Edward McClammy
By:
Arthur W. Homan
G. Edward McClammy
Title:
Vice President, General Counsel and Secretary
12
AMENDMENT TO
AMENDED AND RESTATED
_____________
VARIAN, INC. – AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Amendment) is entered into effective as of May 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and G. Edward McClammy, an employee of the Company (Employee), in connection with the Amended and Restated Change in Control Agreement (Agreement) entered
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Amendment and have executed this Amendment to be effective as of May 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ G. Edward McClammy
By:
Arthur W. Homan
G. Edward McClammy
Title:
Vice President, General Counsel and Secretary
13
_____________
dt 1321948
;
| G. Edward McClammy
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (35K)
Doc #166262: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and Sergio Piras (Employee), an employee of Varian, S.p.A., an Italian company and a subsidiary of the Company (the Subsidiary).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to cause the Subsidiary to pay to Employee termination compensation in the event Employee should leave the employ of the Subsidiary under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Subsidiary notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Subsidiary may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Subsidiary, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide, or cause the Subsidiary to provide, to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Subsidiary prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will cause the Subsidiary to provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Subsidiary no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Subsidiary for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall cause the Subsidiary to pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166262
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.13
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Sergio Piras (Employee), an employee of Varian, S.p.A., an Italian company and a subsidiary of the Company (the Subsidiary).
The
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Sergio Piras
By:
Arthur W. Homan
Sergio Piras
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1458477
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.13
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Sergio Piras (Employee), an employee of Varian, S.p.A., an Italian company and a subsidiary of the Company (the Subsidiary).
The
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Sergio Piras
By:
Arthur W. Homan
Sergio Piras
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1321949
;
| Sergio Piras;
Varian, S.p.A.
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (34K)
Doc #166263: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and C. Wilson Rudd, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166263
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.14
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and C. Wilson Rudd, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ C. Wilson Rudd
By:
Arthur W. Homan
C. Wilson Rudd
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1458478
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.14
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and C. Wilson Rudd, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ C. Wilson Rudd
By:
Arthur W. Homan
C. Wilson Rudd
Title:
Vice President, General Counsel and Secretary
11
_____________
dt 1321950
;
| C. Wilson Rudd
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (35K)
Doc #166264: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and Arthur W. Homan, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166264
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.15
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Arthur W. Homan, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Allen J. Lauer
/s/ Arthur W. Homan
By:
Allen J. Lauer
Arthur W. Homan
Title:
Chairman and Chief Executive Officer
12
_____________
dt 1458479
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.15
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Arthur W. Homan, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Allen J. Lauer
/s/ Arthur W. Homan
By:
Allen J. Lauer
Arthur W. Homan
Title:
Chairman and Chief Executive Officer
12
_____________
dt 1321951
;
| Arthur W. Homan
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (35K)
Doc #166265: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and Garry W. Rogerson, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166265
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.16
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Garry W. Rogerson, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Garry W. Rogerson
By:
Arthur W. Homan
Garry W. Rogerson
Title:
Vice President, General Counsel and Secretary
12
_____________
dt 1458480
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.16
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Garry W. Rogerson, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in
_____________
Varian, Inc. – to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
10
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
11
VARIAN, INC.
EMPLOYEE
/s/ Arthur W. Homan
/s/ Garry W. Rogerson
By:
Arthur W. Homan
Garry W. Rogerson
Title:
Vice President, General Counsel and Secretary
12
_____________
dt 1321952
;
| Garry W. Rogerson
|
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (34K)
Doc #166266: Click preview link for longer preview.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC., a Delaware corporation (the Company)1, and Martin ODonoghue, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the best interest of the Company and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee should leave the employ of the Company under the circumstances described below. The Board recognizes that the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible Change in Control of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee. Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by Employee to Employees duties to the Company notwithstanding the proposal or occurrence of a Change in Control. The Board believes it imperative, should the Company receive any proposal from a third party, that Employee, without being influenced by the uncertainties of Employees own situation, be able to assess and advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
2. EMPLOYMENT OF EMPLOYEE.
(a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employees employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employees employment at any time in any lawful manner.
1 Company shall include the Company, any successor to the Companys business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise.
(b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employees regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect.
(c) If Employees employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4.
(d) If Employees employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employees termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employees date of termination shall be deemed to be the Change in Control Date.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employees employment within the applicable period set forth in Section 4 unless such termination is due to Employees death or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).
(b) If following a Change in Control, Employees employment is terminated by reason of Employees death or Disability, Employee shall be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which Employee would have been entitled had the death or Disability occurred at any time during the period commencing one (1) year prior to the Change in Control.
(c) If Employees employment shall be terminated by the Company for Cause or by Employee other than for Good Reason during the term of this Agreement, the Company shall pay Employees Base Salary through the date of termination at the rate in effect at the time notice of termination is given, and the Company shall have no further obligations to Employee under this Agreement.
(d) For purposes of this Agreement:
Base Salary shall mean the annual base salary paid to Employee immediately prior to a Change in Control, provided that such amount shall in no event be less than the annual base salary paid to Employee during the one (1) year period immediately prior to the Change in Control.
166266
|
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.19
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Martin ODonoghue, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ ARTHUR W. HOMAN
/s/ MARTIN ODONOGHUE
By: Arthur W. Homan
Title: Vice President, General Counsel and Secretary
Martin ODonoghue
11
_____________
dt 1458481
;
Varian
As referenced in this Change in Control Agreement [Amended and Restated]:
VARIAN, INC. – 10.19
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (Agreement) is entered into effective as of February 7, 2003, by and between VARIAN, INC. , a Delaware corporation (the Company)1, and Martin ODonoghue, an employee of the Company (Employee).
The Companys Board of Directors (the Board) has determined that it is in the
_____________
Varian, Inc. – deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee:
If to the Company:
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
Attn: Vice President, Human Resources
or to such other address as either party furnishes to the other in writing in accordance
_____________
VARIAN, INC. – IN WITNESS WHEREOF, the parties acknowledge that they have read and understand the terms of this Agreement and have executed this Agreement to be effective as of February 7, 2003.
VARIAN, INC.
EMPLOYEE
/s/ ARTHUR W. HOMAN
/s/ MARTIN ODONOGHUE
By: Arthur W. Homan
Title: Vice President, General Counsel and Secretary
Martin ODonoghue
11
_____________
dt 1321953
;
| Martin O’Donoghue
|
| Preview
Full Doc
| 2003 |
Letter Agreement Re: Change in Control Agreement
Letter Agreement Re: Change in Control Agreement (19K)
Doc #166375: Click preview link for longer preview.
Dear Mr/s. :
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous employment of the Companys key management personnel. In this regard, the Companys Board of Directors (the Board) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
The Board has decided to reinforce and encourage the continued attention and dedication of members of the Companys management, including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Company.
In order to induce you to remain in its employ, the Company hereby agrees that after this letter agreement (this Agreement) has been fully executed, you shall receive the severance benefits set forth in this Agreement in the event of a Hostile Takeover (as defined below) or that your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined below).
1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2003; provided, however, that commencing on January 1, 2004 and on each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company shall have given you notice that it does not wish to extend this Agreement; provided, further, that if a Change in Control occurs during the original or any extended term of this Agreement, the term of this Agreement shall continue in effect for the 12-month period immediately following the Change in Control, and shall then terminate.
2. Change in Control/Hostile Takeover. You shall receive no benefits under this Agreement unless there has been a Change in Control or a Hostile Takeover.
(a) For purposes of this Agreement, a Change in Control shall mean (i) an acquisition of any voting securities of the Company (the Voting Securities) by any person (as the term person is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) immediately after which such person has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) (Beneficial Ownership) of 15% or more of the combined voting power of the Companys then outstanding Voting Securities without the approval of the Board; (ii) a merger or consolidation
166375
|
ACLARA
As referenced in this Letter Agreement Re: Change in Control Agreement:
[ACLARA BIOSCIENCES, INC. –
Change in Control Agreement
EX-10.36 3 dex1036.htm CHANGE IN CONTROL AGREEMENT
EXHIBIT 10.36
[ACLARA BIOSCIENCES, INC. LETTERHEAD]
[Date],
[Executive Name]
[Address]
Re: Change in Control Agreement
Dear Mr/s. :
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to
_____________
ACLARA BioSciences, Inc. – Agreement
EX-10.36 3 dex1036.htm CHANGE IN CONTROL AGREEMENT
EXHIBIT 10.36
[ACLARA BIOSCIENCES, INC. LETTERHEAD]
[Date],
[Executive Name]
[Address]
Re: Change in Control Agreement
Dear Mr/s. :
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous employment of the Companys key management personnel. In this regard, the Companys Board
_____________
ACLARA BIOSCIENCES, INC. – our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which shall then constitute our agreement on this subject.
Sincerely,
ACLARA BIOSCIENCES, INC.
By:
Its:
Agreed and Accepted,
this day of , 2002.
[Executive Name]
7
_____________
dt 1453645
;
|
ACLARA
As referenced in this Letter Agreement Re: Change in Control Agreement:
[ACLARA BIOSCIENCES, INC. –
Change in Control Agreement
EX-10.36 3 dex1036.htm CHANGE IN CONTROL AGREEMENT
EXHIBIT 10.36
[ACLARA BIOSCIENCES, INC. LETTERHEAD]
[Date],
[Executive Name]
[Address]
Re: Change in Control Agreement
Dear Mr/s. :
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to
_____________
ACLARA BioSciences, Inc. – Agreement
EX-10.36 3 dex1036.htm CHANGE IN CONTROL AGREEMENT
EXHIBIT 10.36
[ACLARA BIOSCIENCES, INC. LETTERHEAD]
[Date],
[Executive Name]
[Address]
Re: Change in Control Agreement
Dear Mr/s. :
ACLARA BioSciences, Inc. (the Company) considers it essential to the best interests of its shareholders to foster the continuous employment of the Companys key management personnel. In this regard, the Companys Board
_____________
ACLARA BIOSCIENCES, INC. – our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which shall then constitute our agreement on this subject.
Sincerely,
ACLARA BIOSCIENCES, INC.
By:
Its:
Agreed and Accepted,
this day of , 2002.
[Executive Name]
7
_____________
dt 1463880
|
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| 2003 |
Change in Control Agreement
Change in Control Agreement (6K)
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CHANGE IN CONTROL
AGREEMENT
This Agreement is entered into as of the 30th day of September, 2002 by and
between QIAGEN N.V., a corporation organized under the laws of the Netherlands
(the "Company") and Dr. Metin Colpan (the "Executive").
WHEREAS the Executive is the Managing Director of the Company and has been
employed in such capacity since 1996;
WHEREAS because of the skills and experience of the Executive and his
knowledge of the Company, his service to the Company is very important to the
future success of the Company;
WHEREAS the Executive desires to enter into this Agreement to provide him
with certain financial protection in the event of a change in control of the
Company; and
WHEREAS the Board of Directors of the Company has determined that it is in
the best interests of the Company to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
agree as follows:
166411
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